CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. 14,425,000 American Depositary Shares Representing 216,375,000 Ordinary Shares (par value US$0.001 per share) Underwriting AgreementUnderwriting Agreement • July 29th, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York
China Mass Media International Advertising Corp., an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I attached hereto (the “Underwriters”), acting severally and not jointly, for whom you are acting as representative (in such capacity, the “Representative”), an aggregate of 14,425,000 American Depositary Shares representing 216,375,000 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to 2,163,750 additional American Depositary Shares representing 32,456,250 Ordinary Shares. The aggregate of 14,425,000 American Depositary Shares representing 216,375,000 Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of 2,163,750 American Depositary Shares representing 32,456,250 additional Ordinary Shares to be sold by the Company is herein
INVESTMENT AGREEMENT BY AND AMONG CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. CTF CAPITAL LTD. HAPPY INDIAN OCEAN LIMITED AND ARCTIC SPRING LIMITED DATED AS OF JUNE 24, 2008Investment Agreement • July 11th, 2008 • China Mass Media International Advertising Corp. • New York
A China Mass Media International Advertising Corp., an exempted company established and existing under the laws of the Cayman Islands (the “Company”);
INVESTOR RIGHTS AGREEMENT BY AND AMONG CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. HAPPY INDIAN OCEAN LIMITED ARCTIC SPRING LIMITED SHENGCHENG WANG WINNER WIDE LIMITED CTF CAPITAL LTD. GOLDCORN DEVELOPMENT LIMITED JUMBO RIGHT HOLDINGS LIMITED...Investor Rights Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies
WHEREAS, the Company, the Existing Shareholders and Winner Wide are parties to an investment agreement, dated as of June 24, 2008 (the “WW Investment Agreement”), pursuant to which Winner Wide has agreed to purchase from the Existing Shareholders, and the Existing Shareholders have agreed to sell to Winner Wide, 24,820 Series A Preferred Shares on the terms and conditions thereof;
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York
The foregoing parties shall be hereinafter referred to collectively as the “Parties” and individually as a “Party”. Ever Kingdom shall be hereinafter referred to as the “Seller”.
TERMINATION AGREEMENTTermination Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies
Joint Filing AgreementJoint Filing Agreement • February 13th, 2009 • China Mass Media International Advertising Corp. • Services-advertising agencies
The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares, with par value US$0.001 per share, of China Mass Media International Advertising Corp., dated as of February 13, 2009, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
ADVERTISING AGENCY AGREEMENT ON 2008 CHINESE NEW YEAR GALA PROGRAMAdvertising Agency Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
After consultations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (the “Agreement”) in connection with advertising agency services for the 2008 Chinese New Year Gala program and advertising packages during the Chinese New Year holidays:
Form of Key Employee Employment AgreementChina Mass Media International Advertising Corp. • July 11th, 2008
On behalf of China Mass Media International Advertising Corp., a limited liability company organized under the laws of the Cayman Islands (the “Company”), I am pleased to offer you the following appointment upon and subject to the following terms and conditions:
Non-competition Agreement between Mr. Wang Shengcheng, Ms. Zhang Kun, Mr. Wang Zhiyi and Ms. Zhang Wenkai and Mass Media & Universal International Advertising Company Ltd.Non-Competition Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
This Non-competition Agreement (hereinafter referred to as this “Agreement”) is entered into as at January 31, 2008 in Beijing, People’s Republic of China by and between:
Assets Transfer Agreement Between Mass Media International Advertising Company Ltd. And Mass Media & Universal International Advertising Company Ltd. December 29, 2007Assets Transfer Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
This Assets Transfer Agreement (this “Agreement”), dated as of December 29 2007, is entered into by and between the following two parties in Beijing, the People’s Republic of China (the “PRC”):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York
WHEREAS, the Company, the Purchasers, the Sellers and others are parties to an investor rights agreement, dated as of June 24, 2008 (the “Investor Rights Agreement”), which sets forth certain agreements relating to the rights and obligations of and among the shareholders of the Company;
Advertising Agency Strategic Cooperation Framework AgreementAdvertising Agency Strategic Cooperation Framework Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
This Advertising Agency Strategic Cooperation Framework Agreement (the “Agreement”) is made in Beijing, the People’s Republic of China (“PRC” or “China”), on December 20, 2007, by and between:
ADVERTISING AGENCY AGREEMENT FOR SPECIAL EVENTS BROADCAST ON CCTV-1 AND CCTV-2Advertising Agency Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
After consultations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (“Agreement”) in connection with the advertising agency services for special sporting events broadcast on CCTV-1 and CCTV-2:
LEASE AGREEMENTLease Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
In accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (the “Agreement”) in connection with the leasing of premises on the basis of equality and voluntariness:
PREFERRED SHARE CONVERSION AGREEMENTPreferred Share Conversion Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York
WHEREAS, the Company, Happy Indian and Arctic Spring and others are parties to an investor rights agreement, dated as of June 24, 2008 (the “Investor Rights Agreement”), which sets forth certain agreements relating to the rights and obligations of and among the shareholders of the Company;
Advertising Agency AgreementAdvertising Agency Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
This Advertising Agency Agreement (this “Agreement”) is made in Beijing, the People’s Republic of China (“PRC” or “China”) on January 22, 2008 by and between:
Form of CCTV Media Resource Purchase AgreementChina Mass Media International Advertising Corp. • July 11th, 2008
In accordance with the Contract Law of the People’s Republic of China, the Advertising Law of the People’s Republic of China (“PRC” or “China”) and relevant PRC regulations, subject to Party A’s compliance with CCTV Regulations on Advertising Agency for Advertising Time Slots on CCTV, CCTV Regulations on Administration over Contracting of Advertising Time Slots on CCTV Channels or Programs, CCTV Regulations on Administration over CCTV Advertisement Review and Broadcast, and other regulations and requirements of Party B, Party A and Party B, after having reached mutual understanding through negotiations, concluded this CCTV Media Resource Purchase Agreement (this “Agreement”) on the principle of fairness, justice, honesty and good faith.
INVESTMENT AGREEMENT BY AND AMONG CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. TRUE WISE INVESTMENTS LIMITED HAPPY INDIAN OCEAN LIMITED AND ARCTIC SPRING LIMITED DATED AS OF JUNE 24, 2008Investment Agreement • July 11th, 2008 • China Mass Media International Advertising Corp. • New York
A China Mass Media International Advertising Corp., an exempted company established and existing under the laws of the Cayman Islands (the “Company”);
Mass Media & Universal International Advertising Co., Ltd. EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
Mass Media & Universal International Advertising Co., Ltd. (the “Company”) was established in August 14, 2006, with a registered capital of RMB50 million. The Company is currently an equity joint venture 30% owned by Shenzhen Guang Er Gao Zhi Co., Ltd. (“Party A”) and 70% owned by Universal International Advertising Limited (“Party B”). Party A wishes to transfer its 30% equity interests in the Company to Party B, and Party B wishes to accept the transfer. With the approval of the Company’s Board of Directors and through consultations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (“Agreement”) in connection with the transfer of the equity interests:
LEASE AGREEMENTLease Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.
In accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (“Agreement”) in connection with the leasing of premises on the basis of equality and voluntariness:
